(TheNewswire)
Vancouver, BC, TheNewswire, November 30, 2022 – EGR Exploration Ltd. (TSX-V:EGR) (“ EGR ” or the “ Company ”) is pleased to announce anon-brokered private placement of up to 15 million units (“ Units ”) of the Company at a priceof C$0.06 per Unit for gross proceeds to the Company of up to $900,000(the “ Offering ”).
Each Unit is comprised of one common share of the Company (a “ Common Share ”) and one non-transferablecommon share purchase warrant (a “ Warrant ”). Each full Warrant will entitle the holder topurchase one common share of the Company (a “ Warrant Share ”) atan exercise price of $0.12 per Warrant Share for a period ofthree years from the closing of the Offering. TheCompany may elect to accelerate the expiry of the Warrants in theevent the closing price of the Common Shares on the TSX VentureExchange (“ TSXV ”) equals or exceeds $0.24 per Common Share for thirty (30)consecutive trading days, in which case the Warrants will expire 30days after the date on which the Company provides written notice ofacceleration.
The proceeds from this private placement will be used to fund variousactivities of EGR, including exploration planning, project acquisitiongeneration, investor relation programs and corporate working capital.
Daniel Rodriguez, CEO and Director of EGR, noted, "This is ourfinal step before entirely focusing our team on the explorationprogram at our flagship asset, the Detour West gold project. The fundswill be used for exploration planning and working capital in 2023.
We are also grateful for the continued support from our shareholderswho will participate in the private placement. All continued supportwe have received gives us confidence that we are moving in the rightdirection.”
In addition to other prospectus exemptions commonly relied on inprivate placements, the Offering will be made available to existingshareholders of the Company who, as of the close of business November30, 2022, held common shares of the Company (and who continue to holdsuch common shares as of the closing date), pursuant to the prospectusexemption set out in British Columbia Instrument 45-534 -- ExemptionFrom Prospectus Requirement for Certain Trades to Existing SecurityHolders (the “ Existing SecurityHolder Exemption ”). Under the Existing Security HolderExemption, existing shareholders that do not qualify as accreditedinvestors are limited to a maximum investment of $15,000 in a 12-monthperiod unless the shareholder has obtained advice regarding thesuitability of the investment and, if the shareholder is resident in ajurisdiction of Canada, that advice has been obtained from a personthat is registered as an investment dealer in the jurisdiction. Ifthe Company receives subscriptions from investors relying on theExisting Security Holder Exemption exceeding the maximum amount of theOffering, the Company intends to adjust the subscriptions received ona pro-rata basis. Existing shareholders that wish to participate inthe Offering should contact the Company at ( info@egrexploration.com ) or the contactinformation on the website or written below.
The Company will also make the Offering available to certainsubscribers pursuant to British Columbia Instrument 45-536 –Exemption from prospectus requirement for certain distributionsthrough an investment dealer (the “ Investment Dealer Exemption ”). In accordance with therequirements of the Investment Dealer Exemption, the Company confirmsthere is no material fact or material change related to the Companywhich has not been generally disclosed.
Finder’s fees of up to 7% in cash will be paid to eligible parties.
Insiders may participate the Offering. The Company willbe relying upon exemptions from the valuation and minority shareholderapproval requirements contained in Multilateral Instrument 61-101 - Protection of MinoritySecurity Holders in Special Transactions .
All securities issued with respect to the Offering will be subject toa hold period of four months and one day in accordance with applicablesecurities laws. The closing of the Offering is expected to occur inmid-December, 2022, and is subject to receipt of all necessaryregulatory approvals, including the TSX Venture Exchange.
This news release does not constitute an offer of securities for salein the United States. The securities being offered have not been, norwill they be, registered under the United States Securities Act of1933, as amended, and such securities may not be offered or soldwithin the United States absent U.S. registration or an applicableexemption from U.S. registration requirements.
About EGR Exploration Ltd.
EGR Exploration Ltd. is exploring for gold in theDetour-Fenelon Gold Trend approximately 300 kilometers north ofTimmins, Ontario. EGR’s 39,217 hectare Detour West gold project iscontiguous to Agnico Eagle’s property which contains the Detour LakeGold Mine and is approximately 20 kilometers from the mine, which isalso hosted in the Abitibi Greenstone Belt.
For further informationcontact:
Daniel Rodriguez
CEO & Director
Phone: (604) 353-4080
Email: drodriguez@egrexploration.com
Forward ? Looking Statement (Safe HarborStatement): This press release contains forward-looking statementswithin the meaning of applicable securities laws. The use of any ofthe words "anticipate", "plan","continue", "expect", "estimate","objective", "may", "will","project", "should", "predict","potential" and similar expressions are intended to identifyforward-looking statements. In particular, this press release containsforward-looking statements concerning the Company's exploration plans.Although the Company believes that the expectations and assumptions onwhich the forward-looking statements are based are reasonable, unduereliance should not be placed on the forward-looking statementsbecause the Company cannot give any assurance that they will provecorrect. Since forward-looking statements address future events andconditions, they involve inherent assumptions, risks anduncertainties. Actual results could differ materially from thosecurrently anticipated due to a number of assumptions, factors andrisks. These assumptions and risks include, but are not limited to,assumptions and risks associated with conditions in the equityfinancing markets, and assumptions and risks regarding receipt ofregulatory and shareholder approvals. Management has provided theabove summary of risks and assumptions related to forward-lookingstatements in this press release in order to provide readers with amore comprehensive perspective on the Company's future operations. TheCompany's actual results, performance or achievement could differmaterially from those expressed in, or implied by, theseforward-looking statements and, accordingly, no assurance can be giventhat any of the events anticipated by the forward-looking statementswill transpire or occur, or if any of them do so, what benefits theCompany will derive from them. These forward-looking statements aremade as of the date of this press release, and, other than as requiredby applicable securities laws, the Company disclaims any intent orobligation to update publicly any forward-looking statements, whetheras a result of new information, future events or results or otherwise.Neither the TSX Venture Exchange nor its Regulation Services Provider(as that term is defined in the policies of the TSX Venture Exchange)accepts responsibility for the adequacy or accuracy of this release.
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